Terms and Conditions

1.1 In these conditions: ‘CLIENT’ means the company, individual or entity who accepts a quotation of the Company for the provision of the Product or whose order for the Product is accepted by the Company. ‘COMPANY’ means ALIPORT LIMITED (registered in England & Wales under number 01816163). ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Client and the Company. ‘CONTRACT’ means the contract for the provision of the Product. “OUTPUT MATERIAL” means data, drawings, plans, documents, and other information prepared by the Company solely as part of the Product and for provision to the Client. ‘PRODUCT’ means the items installed on site which the Company undertakes to provide to the Client under the Contract.

1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re‐enacted or extended at the relevant time.

1.3 The headings in these Conditions are for convenience only and shall not aﬀect their interpretation.

1.4 Any reference to “and/or” means either or both of the alternatives as the case may be.

Basis of the sale

2.1 The Company shall provide, and Client shall pay for, the Product in accordance with any written quotation or tender of the Company which is accepted by the Client or any written order of the Client which is accepted by the Company subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions. All quotations given by the Company are valid for 90 days from the date of the quotation.

2.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance or oﬀer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.

Orders and speciﬁcations

3.1 The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable speciﬁcation) submitted by the Client, and for giving the Company any necessary information relating to the Product within a suﬃcient time to enable the Company to perform the Contract in accordance with its terms.

3.2 The Company reserves the right to make any changes in the speciﬁcation of the Product which are required to conform to any safety, regulatory or legal requirements.

3.3 No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on condition that the Client shall indemnify the Company in full against all loss (including loss of proﬁt), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as the result of cancellation.

3.4 Dates for performance are estimates only and are not guaranteed. Time is not of the essence in relation to such dates. They are also subject to any matter beyond the Company’s reasonable control.

3.5 The Client shall have no right to reject the Product and shall have no right to rescind for late performance unless the due date for performance has passed and the Client has served on the Company a written notice requiring the Contract to be performed and giving the Company not less than 14 days in which to do so and the notice has not been complied with.

Assignment and Sub‐Contracting

4.1 The Company reserves its right to sub‐contract the whole or part of the work.

4.2 The Client shall not assign this Contract or the right to bring proceedings in the name of the Client without the written consent of the Company.

4.3 The Company may assign the Contract to any person who acquires all or a substantial part of the business and assets of the Company to which the Contract relates. The Company may assign any debt arising from the Contract.

Remuneration for the Product

5.1 The fee for the Product and instalments in which such fee is to be paid shall be in accordance with the Company’s quotation or any written order of the Client which is accepted by the Company.

5.2 The Company’s quotation may be varied by the Company by giving notice to the Client at any time before commencement of the Product to increase the fee for the Product to reﬂect any increase in the cost to the Company of providing the Product which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange ﬂuctuation, currency regulation, alteration of duties, signiﬁcant increase in the costs of labour, materials or other costs of manufacture or additional terms placed by building inspectors) or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions. The Client may cancel without liability any Contract in relation to which the price is to be increased and in relation to which the Products have not been commenced at the increased fee provided that the notice of cancellation is received by the Company within 14 days of notiﬁcation of the increase by the Company.

5.3 Value Added Tax (“VAT”) will be added to all charges at the rate applicable at the tax point at the time of invoice and shall be payable in addition. Where the Client is registered for VAT within the European Union but outside the United Kingdom the work will be zero‐rated provided the Company has been notiﬁed of the Client’s VAT registration number. If the Client is not VAT registered or the Company has not been so notiﬁed, VAT at the rate applicable at the tax point shall become payable.

5.4 The Client shall pay an additional fee calculated at the applicable hourly rates speciﬁed in the Company’s quotation or if no such hourly rate was speciﬁed at such rate as is fair and reasonable if the Company undertakes additional works to the Product at the request of the Client or due to any design changes requested by the Client or due to other circumstances beyond the Company’s reasonable control.

Terms of payment

6.1 Subject to any special terms agreed in writing between the Client and the Company, the Company shall be entitled to invoice the Client for the price of the Product on or at any time after commencement of installation of the Product.

6.2 The Company shall be entitled to invoice each stage of the installation of the Product separately.

6.3 The Client shall pay the Company’s invoice inclusive of VAT, where applicable, within 30 days after the date of the invoice and this is the ﬁnal date for payment. The time for payment shall be of the essence of the Contract. Receipts for payment will be issued upon request.

6.4 Payment shall not be deemed to be made until the Company has received either cash or cleared funds in respect of the full amount outstanding.

6.5 The Client shall pay all sums due to the Company under the Contract without any set oﬀ, deduction, counterclaim and/or any other withholding of monies.

6.6 If the Client fails to pay the invoice in full by the ﬁnal date for payment then, without prejudice, to any other right or remedy available to the Company, the Company shall be entitled to:

6.6.1 cancel the Contract or suspend any further provisions of the Product to the Client. Any such period of suspension shall be disregarded for the purpose of contractual time limits previously agreed for the completion of the Product.

6.6.2 charge the Client interest at the higher of the rate under the Late Payment of Commercial Debts (Interest) Act or 4% per annum above Natwest base lending rate from time to time. Interest shall be calculated on a monthly basis and a part of a month shall be treated as a full month for this purpose; and

6.6.3 charge the Client the costs of recovery of any outstanding amount including legal costs and disbursements and charge any Bank charges incurred on re‐presenting cheques or requesting special clearance thereof.

Force Majeure

7.1 The Company shall have no liability to the Client for any delay in performance of the Contract to the extent that such delay is due to any events outside the Company’s reasonable control including but not limited to acts of God, war, ﬂood, ﬁre, labour disputes, subcontractor delays, strikes, lock‐outs, riots, civil commotion, malicious damage, explosion, shortage of materials or supplies, extreme weather, epidemic, utility disruption and governmental actions. If the Company is aﬀected by any such event then time for performance shall be extended for a period equal to the period that such event or events delayed such performance.

Accuracy

8.1 The Client is responsible for checking the quotation and satisfying itself that any speciﬁcation given is accurate and adequate for the Product required.

Conﬁdentiality and Intellectual Property

9.1 Any information provided by the Client which is so designated by the Client and any Output Material shall be kept conﬁdential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept conﬁdential by the Client; but the foregoing shall not apply to any documents or other materials, data or other information:

9.1.1 which either party is required to disclose by law or by statutory requirements; or

9.1.2 which are public knowledge at the time when they are so provided by either party; or

9.1.3 which become public knowledge through no fault of the other party.

9.2 While the Company is not aware, to the best of its knowledge, that any Output Material or the Product infringes any design rights, copyright or other intellectual property rights of any third party, it does not give any particular warranty in this respect.

Warranty and Limitation of Liability

10.1 Except as expressly provided in this Contract and so far as is permitted by statute all warranties, conditions, guarantees or representations, express or implied, statutory or otherwise are excluded.

10.3 The Company’s total aggregate liability to the Client in relation to any Contract shall not exceed 200% of the Company’s fees for the Contract. To the extent that any liability of the Company to the Client would be met by any insurance of the Company then the liability of the Company shall be extended to the extent that such liability is met by such insurance.

10.4 Nothing in this Contract shall exclude or limit any statutory rights of the Client which may not be excluded or limited due to the Client acting as a consumer. Any provision which would be void under any consumer protection legislation or other legislation shall to that extent, have no force or eﬀect.

10.5 The Client shall indemnify and keep the Company indemniﬁed against any and all losses, proceedings, lost proﬁts, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suﬀered or incurred by the Company as a result of any claims made against the Company involving the infringement of any intellectual property rights by the Client or the Client’s agents.

10.6 The Client shall indemnify and keep indemniﬁed the Company against any and all losses, proceedings, lost proﬁts, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis), actions and any other losses and/or liabilities suﬀered or incurred by the Company and arising from or due to any breach of contract, any tortious act and/or omission and/or any breach of statutory duty by the Client.

Non‐solicitation of Staﬀ

11.1 The Client shall not, during the period of performance of the Services and for 6 months afterwards, solicit or entice away or seek to entice away from the Company to work for its business, whether as principal, agent, partner, director, employee, secondee or consultant, any person who is or was employed or engaged by the Company in providing the Product at any time during the previous 6 months.

Events of Default, Termination, Repossession, Suspension

12.1 If the Client:­

12.1.1 fails to make any payment to the Company when due;

12.1.2 breaches the terms of this Contract and, if the breach is capable of remedy, has not remedied the breach within 14 days of receiving notice requiring the breach to be remedied;

12.1.3 persistently breaches any one or more terms of this Contract;

12.1.4 ceases or threatens to cease to carry on business;

12.1.5 is an individual or partnership and the individual or any partner dies; or

12.1.6 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client;

12.1.7 is declared or becomes insolvent or bankrupt, has a moratorium declared in respect of any of its indebtedness, enters into administration, receivership, administrative receivership or liquidation or threatens to do any of these things, takes or suﬀers any similar action in any jurisdiction or any step is taken (including, without limitation, the making of an application or the giving of any notice) by it or by any other person in respect of any of these circumstances;

12.1.8 appears to the Company due to the Client’s credit rating to be ﬁnancially inadequate to meet its obligations under the Contract; and/or

12.1.9 appears reasonably to the Company to be about to suﬀer any of the above events; then the Company shall have the right, without prejudice to any other remedies, to exercise any or all of the rights set out in clause 16.2 below.

12.2 If any of the events set out in clause 12.1 above occurs in relation to the Client then:­

12.2.1 the Company may withhold the performance of any Product and cease any Product in progress;

12.2.2 the Company may cancel, terminate and/or suspend without liability to the Client any contract with the Client; and/or

12.2.3 all monies owed by the Client to the Company shall forthwith become due and payable.

12.3 The Company shall have a lien over all property or goods belonging to the Client which may be in the Company’s possession in respect of all sums due from the Client to the Company.

12.4 The Company shall have a lien over the installed Product until such time as full and final settlement has been made.

General

13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered oﬃce or principal place of business or such other address as may at the relevant time have been notiﬁed pursuant to this provision to the party giving the notice.

13.2 No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder or the provision in question shall not be aﬀected thereby

13.4 The parties acknowledge that, except as speciﬁcally provided in this Contract, it is not their intention that any third party shall be entitled to enforce any term of this Contract which may confer a beneﬁt on that third party, whether any such entitlement would, but for this provision, arise under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

14.1 The Contract shall be governed by and construed in all respects in accordance with the English Law and the parties agree to submit to the exclusive jurisdiction of the English courts in relation to any dispute under or connected with the Contract.